TFP: Revenge of Airachnid
by Robin.exe
Summary: After the terrible calamity that happen to the Autobot base, as well the separation of team Prime. The base was over taken and destroyed by the Decepticon, annihilated their base of operation and means of hope into oblivion after Megatron created the Capital tower of Darkmount. Although, without even knowing the two rivals have brought back a familiar face out from within.
1. Chapter 1

**Authors comments: I do not own Transformers Prime. Hey everyone ^^ I am going to take a small break from writing Naruto and figured to give another series a shot, this one though will be only five chapters long and I mean I actually planned it to be only five chapters long. Considering I am stepping on new territory as well being my first ever Fanfic for such a hit series. Before I go to far into it, I will sum things up real quick.  
**

**1: yes I know that the character that is going to be introduce this story, despite her predicament have been found by the Decepticons.**

**2: I have watched all episodes of season one and two of the series, thanks to Netflix.**

**3: Think of this story as a branching path from the main canon as it will be in between season 2 and 3 of Transformers prime. **

**so with that out of the way as well me entering new territory, I hope you all enjoy and have fun reading ^^. As well I hope have all them in character to their tv persona's XD.**

**XXX**

**Transformers Prime: Revenge of Airachnid.**

**Chapter 1**

Flickering flames, hollow winds, clanking of metal echoes throughout the destroyed and now rubble Autobot hidden base in the middle of the desert, as it crumbled and befalling from the onslaught of the Decepticon revenge and wave of attacks that driven off and send the Autobots separate ways from each other.

Making sure to go into hiding and find the right time, to regroup and seize an attack back to the evil tyrant Lord Megatron as the Decepticon leader and controller of the Dark Energon that courses through his cybernetic veins.

With no knowledge or whereabouts of where the other Autobots are, let alone if Optimus Prime had survived or made it through the ground bridge gate or not. Everyone including their human partners has gone who knows where in the earth, in hopes to keep themselves hidden away from Decepticon eyes.

As they all have a feeling that they can easily be picked up and found, if they were to communicate with one another, thus their communication links have been turned off and band from making any sort of audio contact to one another.

It is only a matter of time that they must take battle once more against the Decepticon, as well under no leadership from Optimus Prime. With their moral's barely holding and their spirits dwindling ever slightly, they only hope that once they have reunited and come together again.

The chances of them winning and working together, despite the dire situation they are in. All the while they hope fate will be in their favor, as Megatron is keeping both optics and audio functions online with his most loyal Decepticon named Soundwave.

Little did the two sides know of, in this bleak and destroyed Autobot base is that a certain enemy is about to reawaken and return back to the now war that is going between the two groups, as well another one that is waiting for the one to call for them and awaken them from slumber.

Only this time…the battle for Energon game has become even more a factor to this upcoming threat. With resources of the base will prove to be fatal for the Autobots and Decepticons.

XXX

Inside the storage room of the Autobot base, the chandeliers lights are winging left and right. Creaking and cracking with metallic sounds, as the lights were flickering on and off, giving off static charges whenever the lights turning off and on, as they were barely hanging on the hinges until one of them fell right outside and in front of the storage doors with a loud clan and sound of the rubber black cable wires that followed behind it and slammed hard into the empty base.

Causing the bulb to shatter into many pieces as the glass spread, all over the now even more darken hall ways. Inside this particular storage room holds one of the Autobots most deadly enemies and one who was on Cybertron when the war was still going on as; this enemy went and plucked off one Autobot at a time.

Stasis, a form of an Autobot or Decepticon being force to sleep and become offline in order to save and preserve their life forces or in other words their Sparks. Without these sparks that is inside their Biochemical structures will perish and die as well becoming one with the All Spark.

Another rumble and shaking began again, as sounds of muffle explosions and more of the rock ceilings collapsing and falling down into the ground, as the small rocks were bouncing and rolling off from the stasis pod that their most formidable foe was locked up tight in.

Small cracks and breaking of the pod could be heard along with the outline of where the cracks were starting to become bigger and bigger. As more and more rocks and rubble started falling more onto the stasis pod to the point, that the final explosion that was heard and knocking out the entire power outlet and energy running through the hidden base.

Caused a huge boulder to come falling down and fully breaking the stasis pod like a cracked egg, spilling out the contents and everything that was inside of it as the Decepticon eyes were heavily closed and rested as engine jets and roaring of engines could be outside of the base, as well the earthquake slowly dying down and leaving the now rubble and destroyed base with everything turning dark.

Xxx

Systems online reinstate functions from stasis, systems and optics damage outage 50%, mobility at critical 23%, weapons and transformation functional.

"..Urgh shut up will you?" A groaning female voice announced, knowing that she was already damage and hurt from her last encounter from the Autobots, one in particular that she despises to the very nerve center of their functions.

She went to move only to hear a loud clang, of her head meeting up with what felt like a rocky ceiling. Her red optics open fully all the while looking up, down, left and right as she was having a hard time detailing what it is that's on top of her.

Her heat sensors weren't picking up any heat signatures or there of where she was…wherever she was? Only very low level cold boulders that were in front of her and if she have to guess, they were on top of her as well preventing her mobility.

In which explain why her functions were telling her, she couldn't really move. She tested out her legs and can definitely say that they were okay; her extra parts were moving fine but restricted. "So…you didn't have the spark to kill me, but to bury me eh? That is pretty cold even for…", then flashes of her last battle with the Autobot.

She was lured to a trap, or a stasis pod that one of the insecticons had awoken out of. That the motor cycle Autobot had planned and lured her into the stasis pod and sealed her up, for who knows how long as well what period of time she was in.

All she knew was that her tactical enemy had played her like a puppet master. Even despite she had field advantage and had the enemy where she wanted her, ready to unplug their spark once and for all.

Whatever the case they've must've taken her stasis pod somewhere that she has no knowledge of? "Well…I should thank them now should I?" she cackled as she started morphing and changing her robotic body into what looked like a drill function, by clashing her legs together as well folding up her extra appendages.

To make a hard shell over her body and shoulders, with her head disappearing into the shell as she started spinning at high frequency that if anyone is to hear what's going on around them they could hear what sound like construction being done.

It didn't take her long to find her way out, as she dug through the storage doors and flying straight into a metal wall that had her drill body to stop dead in its track and slammed straight down into the ground with a loud clang.

Retraining her robot form, the female Decepticon shook her head and rubbing out a headache she received from slamming into the wall along with removing her hand from her head and staring down towards her legs.

The hall way she was now in, was giving very low illuminating glow that from scanning and reading her legs condition. Can definitely confirm that the feet of her robot form were definitely damaged and indented that requires repair immediately if she were to walk on foot.

She then turn her head and optics towards her extra appendages, seeing that the purple and black metal that consist of them, were leaking slightly as well indented, betting that would need buffing once she heads back too…

"No, why should I bother returning to Megatron?" She hissed as she focused her appendages to get her to stand up, even though two of their limbs were chopped off from the Autobot. She staggered a bit as well wobbling and strength inside her legs, were really weak as she just woken up from stasis.

She then growled and started looking around the low illuminating hall ways, seeing that this place had seen better days along with what appears to be attacked and destroyed from the outside, that her curiosity of what exactly happen here?

She continued her thoughts of her situation with Megatron, "No doubt that traitorous StarScream is making up a tall tale of his endeavors and of my betrayal to _Megatron_" she said the name with much venom in her voice as she was slowly walking down the damage halls, looking out for any loose sparks.

Considering she wasn't sure if her body was leaking out Energon and if she remember her encounter, with the first human on this planet is that fire and energon does not mix well and can be very flammable when needed to be.

Such as this planet's own resource of fuel if mixed in with blaster, guns or even fire. It will cause the substance to erupt and explode with a loud bang and destroy anything that is near it. Primitive but very effective if she say so herself, she quickly guarded herself when one of the power conduits blew off multiple sparks towards her that she quickly scatter away from it and glared hard.

She then closed her eyes half way, examining the structure of the power conduit and notice that it suffered a lot of what seemed like, electrical feedback from an outlet or probably power source that used to be in this once base of operations?

She then looked up in thought with a tilt of her head "Mech?" she thought but threw the idea out. Neither the Autobots nor the Decepticons were allied with such barbaric humans and military of operation. On the account they wanted to capture and dissect what makes them tick and the likes, by tearing them apart if she remembered correctly just to get the blue Autobot and her human pet to show themselves.

She stood up much she could in her form, rubbing under her chin as she pondered and wandered where or what exactly happened during her absence? She calculated the date of her stasis and could see that nearly a month had pass since her last battle, meaning that it wasn't very long when she got trapped.

If her readings and dates are correct, she has only been asleep for nearly two weeks? "Seems like a lot has happen since then, I wonder…did Megatron get you before me my dear?" She chuckled and continued searching through the destroyed base, looking for any signs or tail of life or anyone who used to inhabit this place.

She could tell though that the tech and the machinery she is witnessing…or what is left of it, was Cybertronian machinery and technology, so definitely not a human base. But one from Cybertron, meaning that she is…

"Oh…so you brought me to the Autobots hidden base have you? That is a mistake you should really consider looking into…" before she could finish her thoughts, the female Decepticon blinked her red optics and sighed out with an annoyed look.

The path she went through was blocked by a couple of boulders, which isn't much of a problem for her. But considering how much damage she had sustained, as well running probably low on energon. She rather reserve what resources she has left in her biogenetics.

"Well even this is the operation base of the Autobots? They sure did a poor job refining their culture and outlook of the place. I guess what they say, Autobots are definitely primitive beings than Decepticons." She laughed at her own joked, while lightly tapping her claws against her chin.

Her heat readings were telling her, that behind this rubble is a working facility that has been slightly damage, but still being functional after whatever happened here. Being the scavenger and hunter she is, she will take the opportunity to see what lies behind these boulders.

Latching her limbs onto the rubble and lifting up much of her body weight she could, through struggling movements from her strength still returning to her. She started spinning and forming into the drill once more and started tunneling through the boulders, as they were breaking and exploding all around her.

Clearing a path for her to get through and when she does, she quickly formed into her robot mode with a slight wince and kneeling down in pain, as the throbbing aches she is feeling through her feet was being register.

She then quickly guard her face, when the boulders behind her were falling and rolling down to the ground, opening up the path behind her making it easier for her to retrace her steps back to where her pod was.

She let out a low grunt of appreciation and stared forward, with her optics blinking and slowly standing up. Witnessing that there was what appears to be large metal boards, with writings written all over them…A formula if she were to guess right of something?

But what surprised her the most, was the fact there were a few Autobot symbols here and there, causing the female Decepticon to smirked and widen her smile as she was moving slowly in what appears to be a lab, looking through some of the tech and computers that whatever Autobots who inhabit this place, was sure one heck of a scientist.

"My, my, my look at all the wonderful toys that I can take advantage of. As well resources that will be great for my repairs." She sarcastically said with a few giggles and chuckles as she walked around what seems to be a table, with her hands gliding across it using the acid that is laced in her claws. To melt the table a bit, as she was eyeing the machinery making sure they were functioning properly.

The only downside she could really use is a medical pod, that it can do repairs and restores internal damages. "Doubt after the looks of this dump, anything wouldn't survive whatever attack they sustained. Probably from _Megatron_ and his idiotic lackeys of Vehicons, like they could even kill an Autobot that is standing three feet in front of them", she spat out with venom as her hand that is gliding against the table.

Bumped into a large metal plate, that hard her to stop in her tracks all the while looking down at the table "Oh what is this?" she pondered while leaning down and looking into what is a container, tilting and raising a brow at the substance that was being contain.

She then lightly tap against the glass as the green glowing liquid, shifted and moved a bit from the vibration making her pondered what the heck it was? She grasped onto it with both her hands and lifted it up to eye level, getting a better reading of the liquid with her optics as she started analyzing it.

"It haves the same readings of Energon, but even stronger…" she hummed out and then looked towards one of the computer consoles, wondering if there was more information of whatever this stuff was? Or what scientific feet the Autobots had gain on this primitive and low tech planet?

She approached the somewhat functioning computer console and placed the jar on a nearby cabinet, noticing there were couple more of the same stuff, all written out as further research needs to be done for these strange liquids.

Her curious gaze became one of lecherous smile as she figured out who, and what Autobot base she was in and that were the ones who is following under Optimus Primes leadership. "Seems like mama just hit the jackpot", she said with low cackles and activated the computer console with fast movement of her fingers, typing away on the keyboard.

As the text and words were reflecting off from her optics, as her grin just grew and grew, with each reading and journal entry that the Medic Autobot Rachet, has documented and stored information into the console, as the entries explained that these liquid are indeed Energon, synthetically made energon from raw resources from the planet in itself.

Enhancing any Autobot and probably any Cybertronian life forms abilities and readings through the roof. Giving even the non-combat suited Autobots the speed, strength and expertise to defeat even a low ranked Vehicons.

Though there was a drawback to this Synthetic energon, one of the entries reads out, as it explain that despite the battle capabilities and enhance strength and combat skills, it causes the patient or user to go a little out of control and become more self-absorbent to their own needs and desires, that they can risk putting their allies into danger or even might attack them physically and mentally, for all that is worth further studies and the rest of the code of this energon is needed to finish mass production.

"I see…" she hummed after closing and copying the data from the console, by downloading it through a component drive she always carries whenever she is out and scavenging things that will interest her and boy, did she find something of interest.

"Synthetic energon eh, enhances the abilities of any Cybertronian of choice?" she then started chuckling and moving towards the slag of metal boards that were resting up against one of the walls, with writings and descripted formula of how to make them.

Because the journal said that they didn't get the entire formula, of fearing that they would lose Bulkhead memories and being shutdown forever. "I say doctor you've should've gotten rid of the contents, or else somebody might steal them." She giggled while looking at the many containers that were made for the synthetic energon and if she recalled looking through some of the database on Megatron's ships logs.

Knockout and his partner before the tragic, end the partner met with the organization Mech. That opened him up like no tomorrow and copy all the tech and biogenetics that they have in their coding and systems.

Met up with Bulkhead nearby one of the city events called, Monster truck rally dome, where large vehicles smashes smaller cars and the likes just for to show how powerful they can be, just for the human entertainment that she became a little disgusted at the idea.

But then again made the humans even more fascinating, as it does bring up a question just how strong their vehicles are. "Download complete." Announced the computer console as the memory stick she plug in popped out from the computer, as the female Decepticon tightly grasped onto it and pocketed it in safe keeping.

She then turned her attention towards the glass containers, which have the synthetic energon. Her optics shifting left and right, wondering and pondering how will she be able to carry them? Let alone bring them to the HIVE that she discovered?

Without access to a ground or space bridge, she wouldn't be able to jump from here to the HIVE with ease. She hummed and raised her claw up towards her chin, tapping it gently as her eyes wander about seeing if there was any portable device she could copy the ground bridges data too.

But alas seeing how things were and how bleak the base is, she doubt anything else besides the synthetic energon, were salvageable for her to use. Along with this cold damp base of Autobots was over staying its welcome.

So with nothing else too salvage and any means of ground bridging out of her is out of the question. Only thing left for her to do is tunnel her way out of the base and into the open air of Nevada desert of Jasper city.

Now the only thing that is keeping her from doing this is…What can she use to carry the containers of said Synthetic Energon? She twists her body gently to the right, with her optics illuminating the green substance in their tanks.

Shifting her eyes left and right, trying to figure out what would be good way, to transport these to the hive? That is when an idea sparked, she didn't need to carry them and haul them all the way towards the hive. She can have the Insecticons do it for her; all the while she goes off towards this monster truck dome.

To scan and copy more of the formula into her data banks, after all she has knowledge of where the harvenger Decepticon base is, that only her and StarScream knew about the location but no doubt he has already blab about it with Megatron, so time is pressed against her.

"Alright my little treasures, Airachnid is just going to make a side trip to get ready for her army. While you little ones stay here and wait for my return." She cackled with glee in her optics as she instantly jumped up towards the ceiling and used all of her available limbs to latch onto it.

All the while transforming into her drill form and started drilling through the ceiling one last time, making a path as well making sure that no rocks or boulders will fall and crashed beneath her as well destroying anything when she will tunnel upward.

Once she broke the surface of the buried base, Airachnid immediately stopped her drilling and calmly placed each of her spider limbs at the edge of the hole. Peaking ever slowly her head up, into the night desert as her optics widen slightly and then leered hard, as she was scanning the area around her.

One thing for sure, she definitely knows that whoever did this to the Autobot base? Would definitely be something that Megatron would have easily done with such raw power, but from what is the question?

Boulders, metal pipes, small fire here and there as well couple of Vehicons scanning the area for any signs of probably Optimus and the Autobots, along with her one Autobot rival. She slowly rises up to the ground floor and quickly scampers towards one of the boulders, as she spotted one of them coming her way.

Hidden behind the rubble wreckage, the female Decepticon peak lightly around and widen her optics in sheer shock. There in the distance, standing high and mighty towering over anything and everything that dares challenge its structure, was the Decepticon capital main base from Cybertron!

"But how…?" she whispered quietly as this was even confusing for her? She definitely needed some Intel and information during her long two weeks absence, as she turned her back against the wall again, with her claw fingers drumming lightly against her chin.

Then leered lightly with a sicken smile, as she then look back towards the Vehicons as her smile grew ever slightly "Well what better way to start my revenge? Then to have fun with my fellow Decepticon?" she laughed and immediately came out of her hiding with quick speed and flick her hands all the while opening up her palms, shooting out small burst shots towards the Vehicons who only got a brief sight of blasters coming their way and exploding on contact.

XXX

"What is it Soundwave?" Megatron bellowed after entering the main bridge of Dark mount tower, hearing and being called to the base of operation by his loyal trusted minion, as the silent Decepticon turn ever slightly towards his leader.

With his cable claws attached to the main console, nudge his head ever slightly toward the screen. Showing data and records of blasters being shot that had Megatron lower one eye and tilt of his head growling lightly with a chuckle, as he lean against a railing bar.

"Is it from our dear Autobots, heh it was only a matter of time our scouts would find them." He cackled only to blink his eyes when Soundwave shook his head and lifted up his bladed arm towards the screen where data and scanners were showing the entire map of Jasper Nevada.

"WHAT!" Megatron shouted and pounded his fist into the railing bar, causing it to dent as he grinded his teeth and continued yelling "That is impossible…no way no Autobot, not even Optimus Prime could've survived such a blast radius of such magnitude!"

"It would be ashamed if Soundwave readings were going on the frits. After all", announced StarScream whom entered the room after hearing his master yelling at the top of his lungs, "Our dear Soundwave has been working non-stop looking for the Autobots that he is probably starting to read things…that aren't there." He suggested in true words from his mouth.

"That maybe StarScream, but I trust what Soundwave is saying and readings are true." Megatron said not looking over his shoulder or acknowledging the confuse Decepticon words as he shifted his optics towards the silent Decepticon who looked like was starting to scan and analyze what happen at the Autobot base.

Feeling Megatron staring at him, Soundwave turned his attention to his master with the vibrating lights on his face, responding and reacting a bit in a way of silently speaking to Megatron informing him that the data has been salvage somewhat from one of the destroyed Vehicons.

He then open up one of the screen and video data from one of the Vehicons, getting Megatron to step away from the railing bar, moving and shifting his optics about to determine what was found there. The video was definitely clear and watchable, but the smokescreen surrounding the place.

Had horrible visibility that even he couldn't determine what was what as Knockout join in on the group session. Curious what gotten his lord in a bunch along with noticing the feel of tension in the air, as they were all watching the video data from one of the Vehicons.

That is when the blaster sounds starting coming in, with some of the Vehicons screaming out in agony, along with being destroyed that the one who turned around to fire back went offline right before they could get a fix on their target.

"Hmm…Soundwave did you pick up any sounds or traces of Autobot motors or sound recognition?" Megatron asked turning his body a bit towards the Decepticon who proceed on typing onto the computer console, going through sound records of the Autobots they have fought.

"If you don't mind me asking lord Megatron, what seems to be going on?" asked Knockout whose red optics looked between the video that is being replayed over a few times, to get a good detail of which Autobot commenced firing at their recon group.

StarScream, who saw Megatron wasn't paying attention turned his head to the medic with half open eyes with concern, "We have concluded that one of the Autobots have attacked our recon unit at the scrap heat of the Autobot base." He paused a bit as he saw Knockouts reaction was looking at the screen in a way of telling him to continue.

In which the jet Decepticon did just that as well turning his attention back towards the screen "Though it's hard to believe anyone who had been left there. Survived the mighty hammer that Lord Megatron gave them with our powerful cannon?"

"Yet it brought Soundwave attention to the wreckage in finding the truth?" the doctor asked while lightly scratching under his chin. Seeing how StarScream nodding his head, trying everything to being serious of redeeming himself as well as wanting to be on Megatron good side.

"I don't question our Lords trust with Soundwave, as he is the first Decepticon warrior whoever defeated our master during the Gladiator time back on Cybertron." He continued as they were listening to sound frequency of each Autobots that would have the same blaster sound on screen.

He heard Knockouts footsteps as the mad doctor station himself next too StarScream, agreeing with the bot of why they shouldn't miss judge Soundwave findings or concern. On the account he is never easily tricked when picking up frequencies and data retrieval.

"Nothing?" question Megatron as he had a gutsy feeling that even Soundwave wouldn't be able to pinpoint exactly what Autobot fired upon the recon group, without little data to work with and no video evidence of whom attacked them. There wasn't much for Soundwave to work with, sure the Decepticon computer and hacking prowess skill is unmatchable with anything on this planet.

But there are times where even the great would find some sort of dead end to their findings and so far? There was nothing on the Autobots let alone any frequency that even align to the fact they are even there as they can be easily spotted if one were to make contact with the others.

Soundwave after stopping and shifting his head a bit turned towards Megatron and gave a small shake of his head. Indicating he couldn't detail out if it was an Autobot or not? The leader gave a frustrated sigh but stilled stroked his chin in confusion?

"If it was the Autobots" he hissed while turning his attention towards the screen along with his optics watching intently at the video being played. "They would not be fools to reveal themselves this openly, especially being outnumbered."

"So what you are saying Lord Megatron…?" started StarScream as he blinked his optics as well looking left and right trying to decipher the video "We could be facing an unknown threat?"

"Could it be Mech my Liege?" this time Knockout asked, curious if any men that Silas left behind were operating the organization MECH once more and have started hunting them down to gather more biogenetic coding from them.

"No" Megatron just stated and shook his head all the while turning his attention to his Decepticon allies, "The pitiful human as you recall Knockout, have killed everyone that worked for his military operation ever since becoming one of us. I have…no, I know they wouldn't be reckless to attack us." He stated then looked to the corner of the floor then back up at the group with a menacing stare.

"If anything we probably won't find out who our enemy is. Unless we gather more information", he stated all the while walking past between StarScream and Knockout as the two moved out of his way and started approaching the door.

"Still Soundwave keep a good eye out for the Autobots and their pets, sooner or later they will have to make contact to another. As for you Knockout", he turned towards the doc who immediately stood attention.

"I want you to scout for any energon mining deposits, if anything and with our luck. The Autobots are running low on energon and would need refueling." He cackled lightly as the doc smiled back with a firm nod and headed on out making sure to bring extra Vehicons with him.

"And what about me Lord Megatron?" announced StarScream, as he watches the Gladiator looked over towards him and leered hard at the bot. Making the ex-con to gulp and lightly shake under his gaze.

"You shall wait here and help analyze the data with Soundwave; your knowledge of the human's web gathering would be helpful for the research." He explained as he was curious if StarScream would be sarcastic of his job, but smirked seeing how the bot hummed lightly to himself and turned around towards the consol.

"Of course my liege, I'll see what I can pick up and discovered. After all who else would be better at this than I?" He laughed lightly as what he says is true. StarScream knowledge for the human inter web gathering skills is good, though questionable?

Have come up with good findings of where the energon like mining's and deposit resources could be found, especially when the foolish Humans take snapshots of them and posting them up onto this inter-national web sharing websites.

"Good now I am going to pay a visit to our desolated friend's base, I will contact you Soundwave with data that will be ever helpful for us." He explained as well hearing Soundwave voice echoing into his head, with the words of affirmative and left the two to their deeds as he seeks out of whoever strikes down their scouting patrol.

Even though once he arrives there the one who shot down his scouting patrol had already been long gone, to another location getting ready to start gathering up materials for their repairs as well awakening their army for their return.

XXX

It was late at night now and Airachnid had already made great progress with moving about in her helicopter form, glad of the speed it has as well being able to camouflage in the late nights with her black sleek armor and the likes as well the humming of her chopper blades were making.

Her destination she was heading towards is where the HIVE of Insecticons were waiting to be awake from their slumber, as well waiting for a leader they could follow and since she haves the ability to control them.

It would only make sense for them to see her as their queen and ruler over them, unlike Megatron. Despite how powerful and strong he was, he can still get tired out and waste a lot of energon by battling against one of the Insecticons.

If her last encounter were to go by, the primitive creatures were definitely a match for the mighty Gladiator, in tale of why she was heading towards the hive in the first place. If one Insecticon can tired out Megatron, what about an entire army?

Whatever the case in order to doing so, she needs to find the harvenger as well a working laboratory. In a way she can mass produce the synthetic energon, but in doing so she would need the rest of the formula code, so it will be stable enough for her to use as well her army.

Her destination that she is reaching was nigh, as well readings of more Decepticon Vehicons, being present at the location "Seems like they are getting antsy of finding the Autobots. Heh, don't die on me just yet my dear after all the one to destroy you and rip out your spark will be by my own claws." As she morphed out a gun torrent from underneath her and open fired upon the Vehicons, as well quickly firing heat seeking missiles towards them before they could turn around and pick her up on Megatron's radar.

Loud explosions could be heard everywhere, along with thick dark smoke here and there. No doubt will attract attention from the nearby town from Airachnids assault, but didn't matter to her as long she can get the last written code of the formula, that Bulkhead had written out before regaining his original memory.

She will be on her way to the next location, before things starts to heat up between her and Megatron's army, considering no doubt after destroying the last recon unit he would have Soundwave, homing in on all locations of their Vehicons right about now, to making sure that it wasn't the Autobots who were the ones firing upon them.

Hovering over towards the open roof top dome, that houses the monster truck events once every few months. The female Decepticon despite being in this mode, was looking below her for any traces of Cybertronian writing that could be found and luck has it for her, in the far west side of the building.

Where a couple of mop and cleaning utensils could be seen, had Airachnid hovering down towards the dirt man made arena, with dust particles flying everywhere, along with causing smoke to rise up from the ground as she was making sure to be careful with her landing.

Considering she has yet to recover from her injuries and repair any damages, as for her internal damages though? Had her recovering program work slowly over time with them, so that anything that was leaking or ready to break inside of her. Would be fully operational once she arrives too the Harvenger ship that was about a state away from her current position.

Once she judge she was near the ground she quickly change into robot mode and landed with a soft thud to the ground, all the while in her kneeling position looked up towards where the writing was and smirked to herself seeing the writings were indeed more of the synthetic energon codes.

Before she could even move or walk towards the writings, she hissed and turned her attention outside of the dome and scurry away to the darker parts of the building where the monster trucks come out of after hearing voices, "Commander StarScream and Soundwave have picked up a disturbance here, spread out and shoot anything that is a Autobot."

It was the Vehicons, seems like her intentions were on the mark about Soundwave listening in and checking over the rest of the Vehicons after destroying the ones that were patrolling the destroyed base of the Autobots.

She didn't have much time to waste and decided that resources will be more important, than unwanted conflict right now. So best she could peaked her head around the corner and zoomed her optics close towards the writing and took couple of snapshots of the writing, then immediately head out the opposite direction of where the Vehicons were stationed, and head on out too where the Harvenger Decepticon transport was as she needed to analyze what she gather and start mass producing these Synthetic energon materials.

XXX

It was early in the morning; dawning of the sun was slowly breaking through the horizon. Airachnid after getting the snapshot of the formula writing from the Monster truck rally dome, made sure to make a b-line towards the Harvenger as well making final repairs to her optics, audible functions, mobility functions as well restore little of what energon she could dig up inside the vessel.

She didn't bother to look or scan around the ship, for anything that StarScream might've left behind. On the account she needed rest as well a break from taking cover and hiding away from prying Decepticon eyes, as the female Decepticon was resting soundly in one of the healing pods.

That had small canisters of energon sticking out from the left side of the pod. Injecting and pouring the energy substances into her Bio chemistry layout and bodily fluids that after the last of the energon canteen was poured into her.

The pod hissed out, it then opened up all the way to the top allowing the spider Decepticon to step out with her limbs stretching and creaking of her metallic frame, could be heard a little whenever she will bend her upper body to the left and then to right as she lowered both arms and grinned to herself.

All of her operating systems were nearly 100%, minus a few systems being above normal of 45% functional considering she had still need to repair, her spider like limbs from her last defeat against the blue Autobot.

"Yeah that definitely feels a lot better, much so than being cramped up in a dark cave." She joked while twisting her body left and right, then rolling her shoulders along doing the same with her neck. Walking slowly up towards the computer console, having it run diagnosis on the ships condition overnight.

Knowing full well that it was unable to fly let alone, being able to fix up any damage parts considering it split apart once it entered the earth's atmosphere and crashed landed into two separate locations. Thankfully this half of the Harvenger had all the utensils and science needed to repair herself.

Along with finding some scrap to make from in order to do small repairs, to her spider appendages. Considering she still needed to repair what claws that got chopped off from her as well in order to make her balance a lot more even.

Right before approaching the console, her audio receptors heard what sounded like a drip, drip of a liquid crashing down onto another one that she immediately turned around with both hands open. Charging up her palm blasters, only to lower her arms and tilted her head slightly to see what looked like red liquid in a canister as well as what looked like a portable bridge gate?

Although her curiosity was taken away when her attention then turned towards the computer screen, showing a map of the country she was marooned on appearing on screen. Along with what looks like the map was pinpointing something as well as picking up what seems to be a communication, from an unknown area of the world map.

Her optics shifted left and right a bit, all the while turned into one of excitement and revenge as she now knows where her target was along with the human. Electrifying her circuits of a long term reunion with an old friend just opportune itself for her and started to head out.

Only for her to pause and stared towards the portable bridge device, no doubt that StarScream has made for himself in order to travel between locations at free will. She also looked over towards the red substance, no doubt in her mind it was RED energon that is used to fuel machinery back on Cybertron, as well enhances an Autobot or Decepticon speed levels to the point that nobody will be able to see them, despite them being right in their face.

"Heh…They are making this way too easy for me." She said while flexing both her claws and immediately took the portable bridge device, as well a small portion of the red energon. Knowing full well, that if she uses it all up?

There won't be anything for her Insecticon army to scout and locate more for her, though before she decides to pay a visit with old friends?

She might as well test out the other energon that was back in the destroyed base too, knowing full well that one dose is enough for her to work with and be enough to leave a good message to both Autobots and Decepticons that she has returned and means business.

XXX

Meanwhile at another location a small but brief battle with one of the Autobots, had ended after being spotted by one of the Decepticon forces. By one of the teenage children who is accompany them, sent out one text to his mother, in hopes to letting her know as well ease her mind that he is safe.

His name is Jack Darby, Partner and friend to one of the Autobots who can transform into a small motorcycle and into a very deadly warrior when changed back to Robot form. Were now speeding away from their location of the gas station, considering the fact they did not want to risk of being found once more by the Decepticons.

Despite him apologizing to his partner Arcee, he was told by the blue female transformer that it wasn't his fault and had good intentions of letting his mother know he was safe. Along with the fact she joked and said, she would've probably done the same if they weren't being hunted and tracked down by Decepticon radar.

It gave the boy's moral some boost, but still nonetheless told Arcee that it was still reckless of him and thinking that one small text message would be no problem. "I mean if I knew…" he spoke through the helmet gripping tightly against the handle bars of Arcee motorbike form.

With the female Autobot moving and tilting her mirrors up towards the boy, with her speedometer lighting up to indicate she was speaking towards him, "Jack we both know you did to alert your mother. I too am surprise the cons will be able to spot us with just one message, but like you explained to me with these phones." She paused as the boy sighed with a shake of his head but still smiled behind his helmet.

"Cell phones have wireless connection to the satellite, I know and thus why it makes the Decepticon even more of a threat." He explained getting Arcee to mentally nod.

"Agreed, in which is why Optimus has us spread out so it won't be easy to track us down or spot us. For now we have to avoid any contacted communications, by messaging and phone." She explained as the boy agrees with her though this makes things worse. Considering who knows how they will be able to find, Raphel, Miko and the other Autobots who are with them?

Especially if they need help or assistance from being discovered by the Decepticons, as if knowing what is going through Jacks thought Arcee let out a calming tone "Don't worry, if I know Bulkhead and Bumblebee, they won't let anything happen to those two. We are all experience fighters and have gone through worst times than meets the eye Jack."

In which chuckled "Right the war on Cybertron right? You all were separated before meeting up with Optimus so you guys are experience in these situations right?" He asked while lightly flexing his hands as Arcee smiled mentally.

"Right now how about we get you something to eat? We have been driving for a while now." She then got interrupted and shook her head slightly.

"Much I wouldn't mind, I might have to cancel the offer. I am running low on cash and would need to save them for emergencies." He retorted with a chuckle, knowing his guardian is looking out for him and his needs. Despite their situation he doesn't want to become too much of a burden for Arcee, especially in their dire need of assistance and loss of a good leader and friend that is Optimus Prime.

"Despite you saying that Jack, you are only human and you need to eat. Don't think you are being a burden, you, Miko and Raphel all helped us greatly when we needed it. Despite what you may think, you all had played a great role." She explained easing the boy's tension as well feeling it slightly going away.

"You-your right Arcee…Thanks." He replied back smiling lightly behind his helmet, as they were now being silent as Arcee continued driving to what destination, she wasn't sure? But know that regrouping and finding the others was definitely their first priority.

But for now her real priority is finding the next town, so this way she can have Jack somewhere to rest up and get some well deserve sleep. Especially after being kidnapped and brought from earth to Cybertron for the second time, then back only to leave again when Megatron started attacking their base.

Boy did their luck increase as they finally approached a road sign, saying the next city name. Along with showing how many miles are left before they reached there, giving her a clear sign that their cover will be increased more, on the account unlike Bumblebee or Bulkhead.

She can't hide Jack from recon Decepticon who will fly overhead and scanning their bio signatures, and since Megatron knows who their human partners are. They would have registered their bio codes into their computer for easier scans of their whereabouts.

Although unlike Bulkhead and Bumblebee if you were to think logically, she can be easily hidden by parking or hiding behind some building, under a roofing of a gas station or even in a garage on the account of her size and being a motorcycle it becomes quite easy to blend in the scenery.

To make things even work far in their favor, Jack can easily hide inside a building and wait for Arcee's cue for when their safe from Decepticon eyes. Now the only problem they have though is the fact…Well, they have twenty miles to go before they reach the next town over and who knows when the Decepticon forces will find them again?

"Arcee…"Jack quickly said getting the Autobot attention as well enhancing her audio receptors, wondering what had the boy worried as they were now passing by electric phone lines and open farm fields with the wind harshly blowing through them whenever they pass a sign or a pole line.

Tilting her mirrors and adjusting them, to get a better view of what got Jacks attention "Scrap…" she whispered out seeing that it was a flying Helicopter that is literately following and pursuing them. She then quickly shouted "Hold on Jack!"

The boy did as he was told and lean further down onto the motorbike form of Arcee, as she swerved off the road and into the farm lands as missiles were fired off from the helicopter and exploded loudly behind them as she had a feeling they got spotted.

Hearing more missiles being fired, the Autobot knew that she couldn't really do much of anything. Especially with Jack on top as she was desperately trying to swerve and serpentine from the multiple missiles that was being fired upon them and exploding whenever they hit the ground.

Burning up the ground scorching up the crops that they were riding by, with Jack safety being first priority for her, although was having a difficult time of knowing when the missiles were coming from considering she can't adjust her mirrors constantly, to keep an eye out for them!

"Arcee to your right!" shouted Jack as Arcee on instinct moved further towards the left as the missile landed. Causing Arcee to be hefted into the air a bit from the shockwave from the missile, as it literately burned right through the farm land corn field and cotton flowers that had ashes flying behind them and swirling with the wind Arcee is creating.

The blue Autobot was mentally wincing as the heat behind her, was probably burning jack all the while feeling the boy upper body bounce a bit when they landed back on the ground. Swerving and skidding all over the dirt and grassy field, that she was having a hard time balancing herself.

"More are coming to our left and right!" Jack shouted as he gripped really tightly against her handle bar, thrusting his body to the right as he felt they were about to collapsed onto their side. Repositioning Arcee straight up again as well getting the boost she needed, to avoid the missiles that were about to crash between the two of them.

"Thanks Jack!" she quickly said, considering she wouldn't been able to steady herself in that predicament at all and felt Jack tapping against her side.

"That's what partners do…Arcee up ahead!" He said/shouted as the female Autobot did just that and saw they were approaching to a now residential farmland, causing the two of them too shake their heads as well saying-

"Scrap" at the same time as the female Autobot quickly jerked her forward motorbike upwards and jumped over the wooden fence, then back down towards the ground with her tires squeaking as well Jacks feet lightly slamming against her sides.

Only for them to hear another explosion and splintering of wood being blasted off from their post and flying everywhere! Arcee tilted her mirrors at the pieces that were flying, having a spark or gutsy feeling as Jack will put it.

That those splinter of wood will cause more harm than good if they were to slammed up against her partner, "Jack I need you to hang on and stay low as possible!" she shouted causing the boy to raise an eyebrow, all the while feeling himself slanting sideways as Arcee tilted the bike low to the right of the ground.

Much as possible and then started transforming into her robot mode, with everything moving slow for Jack as his body was hefted up into the air, time slowing down for him as well his life flashing before his eyes as his back was arch in the air.

Moving ever slightly his attention towards Arcee, seeing wood chippings flying right underneath him, daring to slice him apart as well cut his skin open if Arcee didn't perform this action, along with seeing the wood chunks being erupted from contact against Arcee armor, as the Female Autobot had fully changed into her robot mode and quickly swerved her face towards the chopper.

As well stretching out her hand to catch Jack from midair and using her free arm, to quickly form into her blaster and continually started blasting bullets after bullets of energon shots at the chopper in which was doing a good job of avoid her shots as the two of them.

During their slide manage to slide right into the open red barn doors and crashed into a large pile of hay stacks, which will be good cover for Jack as the tan like strand of hay flew up and over the two with a loud thump of Arcee's back hitting the wall.

Jack is the first one to come out of the hay stack as well shaking his body and head. Along with swiping the grass materials off from his body as his Adlerian was off the charts after what just happen as well amazed of Arcee's precision of being able to catch him, during her transformation finished.

"Arcee are you alright!?" shouted Jack as he looked towards his left, and quickly guarded his face at what sounded like his partner coughing and causing the hay to fly forward with the female Autobot groaning a bit with her blue optics closing and opening trying to get her vision clear.

"Yeah I'm fine just remind me to not do that stunt again…" she reprehended the statement considering the risk factor it all had along with putting Jack's safety at risk. Although when she looked over towards the boy as well him letting out a large breath of relief as well hanging his head low.

The boy patted her shoulder and gasped out "Will do but come on, I doubt we are still safe." He announced as he saw her nodding and quickly rolling forward. Making sure to crouch down low as possible, making sure that she wouldn't stand up and break through the barn house roof.

What surprise Jack, as he was getting out of the hay stack? Is that none of the barn animals were reacting negatively towards a fifteen, probably twenty story tall alien robot invading their home as the cow just let out a low moo towards the two and continued chewing on its food whipping its tail left and right, staring at the two with a very bored uninterested look in its eyes.

"Jack I need you to stay in here alright? We have little to work with and your safety this time around is one hundred percent understand?" She whispered towards him, with her arm up high towards the side of her face as well shifting her blue optics towards the boy.

Who understood what she is saying, considering the fact unlike the gas station earlier. He has nothing to work with for her, unless he sends out fresh meat too the Decepticon and that is taken the term meat literal.

They heard the chopper sound coming and immediately Arcee ran out and charged on the scene. Knowing full well if that Decepticon started firing upon the barn house, not only will Jack die but so will the livestock.

She morphed her other arm into her blaster, knowing full well that she needed to conserve Energon in her body, but knowing there was nothing she could do let alone get away from the Decepticon. They will still be hunted down.

She was running through the now cabbages, carrots and tomato fields stomping and destroying every single crop, not really caring of the fields she was in as she knows that defeating this bot is her main priority and knew that the longer she prolongs the battle, the more reinforcement the Decepticon will send out.

Upon firing at the chopper and it firing back, the two of them were trying everything to lay a hit to one another. As explosions were erupting all around Arcee as the ground and dirt will rise and fall with each contact, the Decepticon energon blasts will make around her including the missiles that were being fired down towards her.

Only for the missiles to miss completely when Arcee, did a large jump into the air with one foot landing on top of the first missile, kick jumping off of it to reach the second missile with her other foot doing the same thing with that one, as the two spiral down and erupted into fiery dome of loud blasts, covering a good of five inches of the fields.

Jack walked up towards the barn door, grasping lightly against the side grinding his teeth as he watched helplessly with his partner duking out with this Decepticon all unknowingly who it was that is attacking them?

He widen his eyes as Arcee let out a loud grunt of pain, as quick flashes of memory popped into his mind as the drilling maneuver that just happen with the chopper slammed into his blue Autobot friend and came crashing down into the ground.

Causing a large smokescreen to cover the two up, through the dust the boy can see silhouettes forming out from the back of the enemy, in shapes of appendages as each one came out one by one and slamming down hard into the ground that he could hear the loud thumps and crumbling of the earth breaking from contact.

All the while seeing the body part slowly changing and transforming into what appears to be a body, hanging off from what looked like eight limbs as the boy tighten his gripped on the barn doors as he spoke out quietly "It can't be…?"

Arcee, who had her optics close as well feeling her wing like shoulder blades ready to break apart, when she made contact to the ground, is hissing and grunting in pain from the drill like attack that landed into her midsection, causing multiple sparks to be flown out during their descent from the sky.

Went to move her arms only to yelp out in pain, after feeling what felt like claws slamming down hard into both her shoulders and keeping her place, along with her feet as the female Autobot tightly shut her Blue optics.

"Hello Arcee", with the female voice rang into her Audio receptors had Arcee widening her blue optics wide and fast as she felt what was a claw finger placing themselves under her chin and forcing her to move ever slowly towards the sky.

Seeing green menacing optics staring down at her as well lips curling up into a wicked grin, with the dust particles now blowing gently away and clearing her visions the Blue female Autobot let out a low "No…"

"Did you miss me? I certainly missed you", was the voice and face of her greatest enemy and archrival, who was standing on top of her and the one who haunts her memory circuits ever since the day she killed Tailgate right in front of her eyes.

"Airachnid…"

To be continued…


	2. Chapter 2

**Authors comments: I do not own Transformers Prime. Hello everyone and welcome to another chapter for my Transformers Prime Fanfic : ) I hope you all will enjoy this chapter as I have and that I am introducing one familiar character along with an OC in which I hope will fit quite well to the series, as how these two met up with each other along with the autobot coming to earth will be explained in the next chapter. So hope you all enjoy and have fun reading ^^  
**

**XXX**

**Chapter 2**

She couldn't believe it, the one Decepticon and Insecticon, has somehow someway manage to awaken from her stasis pod and is doing combat with her in the middle of nowhere, not exactly sure what or how she even found them?

But one thing for certain, she was here and real. Pinning Arcee down towards the ground, as she was desperately trying everything she can to push the psycho spider off from her. She can hear the creaking of her cybertronium alloy ready to burst apart from the peer pressure that Airachnid was forcing down onto her.

Her legs were trying to tug underneath the female Decepticon, only to constantly kick and move them away from Airachnids spider legs that were trying to slam and pierce through her black rubber covered legs, preventing her as well wanting to cause her harm and pain.

The same way she dealt against her when they last fought. Arcee grimace as she is trying to shift her arms into her arm cannons so this way she could blast the derange enemy, as she felt and resist against her hold, ever slightly moving forward only to grunt when the shoulder wings of her robot form.

Was becoming indented as well bending the metal a little too much against the ground, knowing full well she was most definitely in her archrivals hands now, as she hissed when a few sparks flew off from her chin as Airachnid literately rip her claw away from her chin and flexing them a bit.

"How does it feel to once again, be helpless under pressure?" She cackle as she rose her right arm above her head, with her optics leering deadly down towards Arcee who just steeled her gaze back and immediately shifted her head towards the left, then to the right whenever Airachnid will slam her claw like hands down towards her.

Only for Arcee to let out a hiss when Airachnid instead this time, slashed across the right side of her face. Making sure not to deal too much damage to her rival, it wouldn't be fun and games if she were to offline her right away as she watches the warrior.

Wince one Optic open towards her and smirk, causing the Female Decepticon to widen her gaze and quickly looked down towards Arcee's left arm that was free and saw it charging up a blast.

Only to immediately miss afterwards, when Airachnid hopped back away from her with a mighty jump and came slamming back down into the grassy ground. Grinding her spider tendrils deep into the dirt, building it up and breaking the ground apart when she slide backwards, with one hand resting against the ground.

The shot Arcee was keeping is still charging up as she quickly hand flipped upside down and fired two large shot towards Airachnid, all the while retaliating from her stand to get back onto her feet. At the same time watching the way how those two huge blue orbs in some way missed their targets!?

The first one looked like it ran right pass Airachnid without making a single explosions, except behind the spider transformer in which was a emitting a loud boom and piles of dirt and crops flying up and back down, while the second shot.

In range as well on target this time, missed entirely when Airachnid, jumped up into the air and slowly changing into her second form and that was her arachnid mode, in which the blast hovered just above the ground and under her, not making a single contact with her at all and continued to explode a couple feet behind as the female Decepticon landed back onto her eight legs and grinned sickly at a shocked Arcee.

"Oh is that all you got Arcee?" she cackled as she started charging forward towards the motorcycle Autobot, who tsk underneath her breath and quickly ran forward to meet with Airachnids charge as well morphing her arm cannons back to normal, all the while thrusting her arms downward to activate her arm blades.

She too charged towards Airachnid with a battle cry, as her want to be rid of Airachnid is still haunting her mind, along with those same nightmares of whenever Tailgate flashes through her mind, and now they are being replaced with images of what would happen if Airachnid gets her hands on Jack.

Despite the boy being able to out run the spider Insecticon, even then by human standards the boy can only go far with his lungs and the likes. But more importantly that is quizzing around her memory circuits, is the fact of where did Airachnid came from?

Jack watches the two rivals finally reach to one another fighting it out with their claws and blades. As the boy gritted his teeth and immediately started looking around the barn house, for anything he could assist Arcee with, a gas container, a vehicle or something but saw nothing inside the barn that will do any good. He whipped his head back towards the fight, as his black hair lightly tapped against his forehead.

Watching how Airachnid is quickly stretching and moving her spider limbs, to dodge and evade every swings that Arcee will make with her blades, along with quickly scampering away from her when the blue Autobot swung her legs into the air in hopes of making contact against her head, as well follow up with another kick to the stomach.

Only to fail when she missed her target, all the while she quickly slide towards her right, with her wheels of her feet digging up against the ground when Airachnid charged forward with a wide slash of her claws, then quickly turned her attention at Arcee flicking her palms open and started firing at the blue female Autobot.

Who ducked and rolled out of the way from the two blasts, as she retaliated by morphing her right arm into her blaster and fired back towards Airachnid who quickly brought her arms up to guard the three shots Arcee fired.

Only to then let out a loud grunt of pain, when the agile Arcee quickly got up to her feet and dashed forward, hopping up into the air a bit and slammed back down towards the ground sliding right underneath Airachnid, with her blue Optics glaring hard at her rival and shot four different energon blasts into the thorax of Airachnids black alloy armor as sparks and blue lights were flashing a bit when they made contact.

Upon sliding all the way, Arcee quickly changed into her vehicle mode and drove off a good distance. In order to avoid any surprise attacks, only to feel something sticky slapping right behind her that caused her wheels to start screeching and kicking up dirt from being in place.

"Ah, ah, ah Arcee I am not done with you yet!" Airachnid shouted as she tugged really hard against the webbing she shot towards the motorcycle Autobot, and literately pulled as well as lifting her up off from the ground and into the air.

Jack watched horrified at the sheer sudden strength, Airachnid is now possessing as he watches Arcee flying up and then slamming back down into the ground hard and fast, that he could hear what sounded like parts of Arcee cracked and snapped apart from impact.

The boy was breathing heavier by the minute, as his concern for his partner was rising as well seeing that Arcee wasn't daring to transform back to her robot mode after the initial attack. In which had the boy worried a bit, but then smirked having a good idea what she was planning.

For one who fights a lot on her own, she sure definitely knows how to trick the enemy into lowering their guard. His eyes then shifted left and right, getting an idea that despite the barn house having no means of weapons to use?

Does not mean there won't be any fuel containers in the back of the barn house, in which the boy quickly looked back towards the battle field. Watching the way Airachnid was slowly approaching Arcee, who was still lying still on the ground.

Leering his eyes half way, he notice that Arcee was tilting her mirrors, a method that she taught the boy in a way she was pointing at something. In this case something caught her attention on the side of the barn house.

Seeing this is his chance, as well knowing she was calling for assist. The boy slowly and swiftly moved out the large doors and behind couple piles of hay stacks, as he was making his way around the side of the barn. Keeping a good eye out for Airachnid, making sure she wasn't staring at his direction as he made a dash for the side of the barn house, kicking up dirt and grass when doing so.

XXX

Airachnid is glaring her eyes deadly at the down Arcee, who was in her motorcycle form, heeding caution as she approaches the blue Autobot. Knowing full well she was up to something, as her spider limbs were clacking and stomping down into the dirt.

Making sure that none of her feelers will dig to far deep, into the soft soil around her as she was now couple inches away from Arcee, as she flexed her finger like claws a bit and hummed out carefully "Laying on the job eh Arcee, not like you to give up that easily?"

She pretended to say as she open up her hands for her palm blasters, starting too charging up the energon into them as well getting ready to shoot towards the motorcycle form of the Autobot. Her optics is carefully scanning the Autobot that was in front of her.

Looking over her readings for any some sort of spike in the female's energon reading, as well as any movement she might make? Arcee, who was being still as possible, shifted her mirrors just slightly to face towards Airachnid.

Seeing the palm blasters of hers were charging up slowly, to the point that they were enough energy to cause major damage to her body armor and functions if she doesn't time this right seizing her chance as well seeing that Airachnid was near full power.

Her back tires started revving up, grinding into the dirt soil as well causing chunks after chunks of dirt to fly up towards Airachnid's optics that she let out a growl of surprise and moved her arms up ward, firing off her charge energon blasts into random directions.

As one soar through the skies and made contact with a trailer truck that erupted and exploded from contact, causing the charcoal vehicle to fly straight up into the air and come crashing back down, with sounds of bending and breaking metals to be heard, while the other blast.

Soared right into a chicken coup, where all the chickens before the blast could hit. Panic and ran away from the immediate threat as their home exploded into millions of wooden splinters and wood, along with chicken feathers flying everywhere.

"What in tar Sam's hill is going out here?!" shouted out a Farmer, who came rushing out of his house. Looking and glaring around at what the commotion was about, only to see that his truck had been blown to smithereens and was on fire with the tires falling off from place, causing a loud crushing noise to be heard.

His farm was desolated into nothing with large imprints of feet, holes and burning vegetables everywhere; along with his chickens running around all crazy as their house was nothing but a black mark on the floor.

"Dang nabs it! If I find out who have caused this, they are so going…going…" he slowly started to say, only to say gasping and breathing out heavily at the sight he was seeing and that was a giant robotic spider trying to clean off the dirt that hit her optics.

While a blue Motorcycle started peel out in place and quickly started forming circles around the spider, without any type of biker or rider driving it, he then saw the blue motorcycle forming guns on each side of its body.

While hopping up just a tad and started drifting in circles, firing off multiple blue energy shots at the giant spider, who was screaming and flailing her arms in every direction trying to block said attacks. As the man just stood there with his blue long sleeve shirt and red overalls, as the toothpick he had hanging out from his mouth fell to the floor.

His eyes bulge and quickly ran back inside shouting out "Ma, hey ma remember when I told ya that aliens will one day!"

"Ah! No we are not starting this conversation again!" She shouted back a well getting into a raging tantrum of his delusions again.

"But Ma I am being serious this time, they are right outside!" he retorted back.

XXX

Back with the fight between the two, Arcee stopped firing upon Airachnid seeing how the dirt she was drifting around the giant Insecticon was starting to build up a smokescreen, giving the blue Autobot enough time to change course of direction and drive off towards where Jack ran towards.

With one last lap she immediately jump away from the spider and sped off with high speeds towards where Jack ran behind the barn house as well turning towards the boy, transforming quickly into her robot form , a she was wincing one optic close.

Clutching one hand onto the side of her armor chest plating, noticing there were very large scratch marks of where Airachnid laid some hits on, including where some melted parts of where her acid dug into her.

"Arcee?" asked Jack as the boy rolled two gas barrels towards her feet. Causing the large Autobot to look down at the boy, seeing concern behind his eyes, as well the way he was shifting his gaze towards the damages she had received so far.

"I'm fine Jack, don't worry about me. Let's worry on getting out of here, before Airachnid plans to follow us." She hissed out quickly while moving her upper body back a bit, to look around the barn house. Seeing and scanning the arachnid Insecticon, seeing if she dealt any damage at all?

Zooming in her optics on the thrashing enemy, she saw there were barely any dents or scratches she made with her blasters or blades! Meaning that whatever Airachnid was using to power her up with is doing a good job keeping her defenses up, along with what makes matters worse?

The darn Insecticon had been playing smart throughout this battle, by not using too much of her energon unlike Arcee who has to mostly rely on them to get the job done, as she was built and design for stealth and speed. To go in and get out before the enemy can ever catch her or even fire upon her.

"Just…" Jack started as he lightly scratches the back of his head. Earning Arcee's attention as she turn her head down at the boy, who looked back up with both concern and determined that she will come out of this plan of theirs.

But upon looking towards the battle damages she got along with the wing part of her armor, where her shoulder blades were about ready to snap off, as well looked like they've been through a hammer. As well the Autobot shins and leg armor was nearly peeling off.

That slam attack from Airachnid's web did a big number on Arcee, considering who knows how tough she is in Vehicle mode along with if they can handle such a strain. Seeing and sensing the boy's worriedness, Arcee gave a small smirk and rested her hand gently onto his back.

"It will be alright, I am not going to lose here Jack. Now get ready to leave, once I blast her with this gas tank, make a run for the road and I will be right behind you." She insisted all the while moving back away from the boy and grabbing the one gas tank that he found and rolled towards her.

The boy sighed and nodded in agreement, "You better get out of there partner…Don't know what excuse I can give for Rachet." He joked and started running towards the street. Making Arcee to shake her head with a smile, she then hardens her gaze as she sensed Airachnid recovered from her blindness as she gave a yell.

"Playing dirty tricks now are we? You are learning from me aren't you!?" she shouted all the while scanning for any signs of her location, then her optics focus where the barn house was. Seeing deep tire tracks was leading towards there in which had her smiling, all the while making a very fast movement towards the house.

Arcee, who was taking cover behind the barn house, was waiting patiently as well being unsteady. Considering she only gets one shot at destroying Airachnid once and for all, including getting both her and Jack out of there in case the female Insecticon had called for backup.

She lowered her optics half way, getting ready to jump out and around the barn house too throwing the gas tanks towards her. The thumps that Airachnid was making was quieting down meaning she was close as the blue Autobot took this chance and quickly twirled out from behind the barn house.

Spinning and throwing the gas tank out, only to stop her motion and widen her optics. Seeing that the gas tank was bouncing and rolling on the ground, where Airachnid couldn't be found in her sights "Where…" she never got to finished those thoughts, as the spider Insecticon.

Knowing it was a trap, was slowly creeping up on the Female Autobot, by scaling up the barn house and coming from behind. In which alerted Arcee to twisting her body only to let out a painful scream and flew backwards with smoke coming out from her chest armor plates.

From Airachnid firing two full shots towards the blue Autobot, as she bounce and slammed into the dirt ground as she tumbled and started rolling along with wave upon wave of energy blasts started pounding her and exploding all around Arcee.

From Airachnid constantly thrusting her open hands forward and back, as she was laughing and cackling mad "Oh Arcee", she started being pleased with the screams of agony coming from the Motorcycle Autobot as she never led up her attack on her "Will you ever learn that the spider always gets her prey?"

Burning sensations was going through Arcee's circuits and systems, as she was dangerously getting close of becoming offline. Her shoulders wing tips, after letting out another painful scream snapped off from her and stabbed straight into the ground, as she was clawing and flinching everywhere.

Scorch marks were starting to cover her blue armor, pieces of it where being fired off. All the while during this onslaught, Arcee wince one Optic eye towards where the gas canister was, as she zoomed in onto it and quickly started scanning for signs if it was filled.

"Come on Arcee scream, scream like you did when you've watched Tailgate being killed right in front of you!" she started saying, causing Arcee to close both her optics close and grunting out in pain as the slew of attacks keeps on slamming against her back, as Airachnid Is slowly approaching her.

Earning a sick grin on her face, watching the way her rival was doing everything in her will to keep crawling forward. As sparks were being flown off from Arcee, including more pieces of her armor becoming apart as her receptors were warning the Blue Autobot, that her damage was becoming very sever.

'_Come on just a little…little further.'_ Arcee said to herself all the while making subtle movements, in a way to not alert Airachnid of what she was planning.

Only to then let out a loud pain of agony as well widening her mouth and optics wide. Feeling one of Airachnid clawed legs piercing straight into the back of her leg that made Arcee too immediately clawed into the dirt and buried her head into the ground.

"What is the matter…can't handle the pain?" Airachnid cackled out along with twisting the one spider leg left and right, earning more painful grunts and hiss from Arcee, as energon started leaking out from the leg and her mouth.

"Why don't you scream, why do you have to keep this bravado up!" Airachnid shouted with anger as well adding more pressure into her leg, seeing that even doing so was still not making the Autobot underneath her to scream in agony.

"Because…it will be bitter sweet if I do this!" Arcee retorted as her outstretched hand grabbed onto the gas canister, after doing that she quickly twisted her body and swung the canister at Airachnid who pulled her spider limb out from Arcee leg to catch it.

Then moved it away from her face only to not being able to look in time, before hearing what sounded like a gun being charged up and the words of "Eat scrap!"

XXX

Jack who was getting closer towards the road as well praying for the safety of his partner, suddenly stopped in his tracks and turned around frantically as he heard a loud explosion behind him, along with towering flames right where he left Arcee with the psycho Decepticon.

His eyes widen in full fear and concern for his partner, his heart rate was going fast, skipping a few beats here and there. All the while his breath was heaving and being held once in while worried if Arcee had made it through that explosion or not.

He closed his eyes and balled up his fists, grinding his teeth and digging his nails into his hand. To the point that he was threatening to cut his skin slightly from the buildup rage he was holding back. He felt wind blowing by him, warm but yet cold to the touch.

The area and road he was standing next to were silent and still as the tan grass that he was standing on, were tilting forward and back, brushing up against his shins lightly as the black cable wires on the phone lines were rocking back and forth.

The sky was being slowly covered by grey clouds, as the boy felt the humidity change just a bit. Indicating that it is going to rain soon, in which will be good and bad. Good for that it will douse the building fire that was back on the farm land; bad though…as it usually means something terrible has happen…

He relaxed his hands and look back up towards the battlefield "Come on Arcee…" he whispered quietly, praying the female Autobot had made it through that ordeal, despite what damages she received. He knows many times, she had proven she can get out of tougher situations like these.

As well how will he explain to Rachet, that they've lost yet another member of Team Prime? Bumblebee and Bulkhead will definitely be upset, along with Miko and Raphael. His eyes were moving left and right, looking for any signs of a victorious giant transformer walking or running towards him, or maybe even a small blue motorcycle?

Nothing yet had appeared as the boy, is still keeping his hope strong for Arcee. He was about to looked behind him, for any signs of any cars and people that might be coming by. Only to freeze in place as his ears picked up a familiar sound!

He quickly turned his body around and smiled, only for the smile to quickly turn into dread at the sight he is seeing.

It was definitely Arcee, as the small motorcycle was slowly but surely making its way towards him. With the holographic human riding on top of the bike only that…It was flickering on and off, as well what appears to be the blue Autobot was moving slightly to the left and then slightly to the right.

The rain started falling as the boy felt the droplets, crashing and splashing all around him. Rattling all over the road as he shook his head and ran forward towards the bike form of Arcee, "Arcee, Arcee are you alright!" he shouted along with making a mad dash towards the Cybertronian.

In which the hologram of her rider disappeared from sight, all the while ready to fall and collapse onto her left side. Only to be caught by Jack, who immediately reached one arm out and quickly got next to her, lifting her upright.

"Jack…" she responded, showing her speed thermometers and the likes were badly cracked, as the blue light usually indicating her speaking was very faint. The windshield of the bike form was literately torn half way off.

The metal plating of Arcee, were cracked damaged, as well missing a few parts here and there. All the while the mirrors were dented as Arcee tilted one towards him, seeing the look of horror on his face as well concern for her.

"Like I said partner…I am not going to lose here…" she announced, as the boy let out a small chuckled and shake of his head. Although despite the female Autobot saying that, she was worse for wear and needed medical attention and fast.

With these types of damages who knows how much Arcee is running on energy? One thing for sure, they really need to find the others and fast. "Hold-hold on Arcee…I'll push you to the city." He said as he walked up to the bike form and tightly gripped both hands onto her handle bars.

All the while started pushing Arcee up next to the road side, feeling the rain coming down on them lightly as well soaking the two of them "N-no Jack, you don't" she tried to reasoning with him only to feel the boy glaring down at her.

"I insist who knows how much energon you are running on, as well how much you have left? If you keep pushing yourself you…" he paused and bit his lower lip. He then shook his head, despite everything Arcee will probably use up all her energon just to make sure he was safe and sound in the city up ahead.

"Well-well it doesn't matter you need to rest, it's my turn to help you out Partner. After all that's what friends do, help each other out." He said with a soft smile and a steel look in his eyes knowing full well that they still have about six miles to go before they reach to the town of Norway Valley.

Arcee stayed quiet for a bit as she heard Jack announced that, it was still new to her having a partner helping her out. Besides the other Autobots at base, just never ones she had to work for a long period of time ever force themselves to helping her out when she needed it.

Human's, despite what occur during these last few months have always seems to surprise her in many ways. Jack included, considering how self-assure he is around other teens of his age, or anything above. Had shown a good reason why Optimus trusted him with the Matrix Key.

To be honest who were to say Autobots and Humans were alike? When the time calls for it, they will put aside their differences and help those who are in need of one and will do anything in their power to help. She let out a painful sigh and grunted a bit "Thanks Jack…I'll try and get started on minor repairs. But don't push yourself to death; I will probably have no excuse to tell your mother of what happen."

She mentally smiled as she got the boy to lower his head and started laughing, considering she was right. She made a promise to his mother June, that she will watch and look after him whenever their out doing a mission and such, so in a way they both have to make sure they return to base unharmed.

Or…at least in their case alive "Will do partner, will do." He replied back as well lightly patting the bike seat as they continued walking down the wet grassy ground and road to their next destination. Hoping as well praying there will be somebody there who could help them out?

Though they neglected to notice back at the battle sight, a helicopter was flying and hovering high above the farm fields. Looking down below towards the walking duo who was heading towards an unknown location she doesn't know yet.

Smirked mentally "That's right keep thinking you are safe, you think that little gas trick of yours is going to work on me?" She cackled out as she looked down towards the ground, seeing a blue trail of energon marking the grass that Arcee took.

The piercing she caused to the female Autobots leg, had cut open enough on Arcee to cause the Autobot to start leaking out Energon from her body and no doubt, in her vehicle mode she is leaking out a lot of it as her and Jack were traveling to the next town over.

"You will be wishing that I had killed you Arcee…but, I guess my test have giving me good results." She announced and started heading out to an opposite direction of the two. Feeling the Synthetic energon and little dose of red energon she used, were finally leaving her systems as well returning her back to normal status.

"Who knew that Synthetic Energon could be quite effective on you, I wonder what would happen. If I were to give it to my Insecticon army, oh the possibilities beware Arcee and Megatron. This is one Insecticon you have crossed too many times." She sneered with a boastful laugh, as her black chopper form was slowly disappearing in the grey clouds as well going to the HIVE of where the other insecticons were, ready and prepared to start mass producing the synthetic energon.

As well to make sure to have her hive army, too seeking out more of the red energon. She will need all the resources she can get, to making sure that her revenge will be ever oh so sweet and tasteful for when she finally rids of both the Autobots and Decepticons from this planet.

XXX

Meanwhile at the Autobot destroyed base, Megatron. After getting informed by Soundwave about their Vehicons being destroyed and attack at the location, was cautiously looking around the place. Making sure that where he steps, doesn't crack open underneath him as well looking around at his handy worked that his cannon attack power against the base destruction.

His red optics is slowly looking around the area, scanning and looking out for any signs of an Autobot resistance. In which is kind of hard to believe with the way of how the base was destroyed and the likes?

No Autobot or Decepticon will be able to survive such a powerful blast, it would leave nothing behind except scrap heap and dead bodies of Cybertronian. He looked around at the destroyed rubble, as his scanners were sweeping over each pile of rocks and heat signatures of any kinds.

Until he spotted the Vehicons group that were destroyed and attacked that he grunted to himself and marched on forward, to the scouting group. Once he reached up towards them, the gladiator knelt down and rested his clawed hand onto its shoulders.

Analyzing carefully of the damages it received, showing signs that it was definitely energon blasts that dismantle the transformer with ruthless intentions, signs that not even an Autobot will do. Well, one who works with Prime at least?

"Hmm… Soundwave you getting any of this?" asked Megatron as he rested a few fingers onto the side of his head, where the communication link would be at. In which the silent Decepticon who was working hard onto the computer console, along with StarScream were looking over what Megatron was looking at.

Soundwave turned towards StarScream with a slight nod and vibration of the meter across his face, had the jet Decepticon hummed out in thought along with lightly grasping his chin a bit.

"Lord Megatron we have confirmed what you are seeing, as well Soundwave informing us that…The blaster energon signature is that of a Decepticon?" the voice of StarScream came through, as Megatron stood up fully with rage building up.

But didn't lash out or react in such a way "Oh really and prey tell who will do such a thing? The only Decepticons that were at the base…" He then heard StarScream chuckling nervously and squeaked.

"Honest my lord, I was with you the entire time Soundwave and Knockout can vouch for me on that. I had no intentions of ever going behind your back, honest master!" He pleaded in which had Megatron rolling his eyes and shaking his head.

True though he had thought of StarScream being behind this, but he can also vouch for the strange Decepticon on this one. He growled in a hum like fashion and stared back down to the destroyed Vehicons, lightly scratching his chin curious of what or who would've done this?

His optics flared a bit as the mighty Gladiator crouched down and lifted up the Vehicons arm, "What is it M-Master did you discovered something?" StarScream voiced rang out as his red optics looked towards Soundwave, who returned the stare as the two looked back towards the screen.

"Not something…but someone", Megatron announced in a small riddled as the someone who was referring to, left a huge clue behind as there were green left over acid still slowly eating away the Vehicons arm that it broke and fell towards the ground with a loud clang.

"StarScream give me those coordinates to that Insecticon hive." He demanded as the Gladiator stood up and started transforming into his jet mode, all the while blasting off into the skies. Getting the Decepticon to raise a brow, curious of what their master have discovered as well will even have him head towards such a primitive place?

"In all due respect master, don't we already have enough Insecticon army as is?" He asked though Megatron mentally smirk as he could still hear the curiosity in StarScream voice, meaning he wasn't going to judge his choice or decision of going there. But more of what got his attention of wanting to head too such a place?

"Indeed StarScream but something tells me, that the group of Insecticons that are still there. Will be most troublesome for us, now enter the coordinates into the Space bridge and bridge me there!" and with those final command, a green vortex like portal appeared in the sky for him to go and flythrough. That will send the gladiator to the many unknown hives that there might be of the Insecticons.

As he doesn't generally go against his guts or feelings when something troublesome will arise? Heck was this one of those days he thought, that is going to be quite interesting for the future war between him, the Autobots and whoever this new threat is. Although, he now knows who exactly attacked and destroyed the Vehicons.

Upon going through the space bridge, he neglected to stick around. As a lone Autobot, who was in hiding came out from one of the rubbles by phase shifting through it and staring up towards where Megatron had flown through and disappeared through the space bridge.

Making him to shift his blue optics left and right, all the while entering back inside the rubble, his name is Smokescreen one of the newer recruits of Team Prime as well as an Autobot who worked under one of the primes back on Cybertron. Who entrusted him with the last piece of the keys that were needed to restore Cybertron back to its former glory, as it was hidden in his blue compartment chest armor plating.

"Optimus?" he called out entering a secret area and undamaged part of the base, the young Autobot knelt down in front of the now damage leader of team Prime, watching the way Optimus tilted his head gently towards Smokescreen with his red armor chest piece, was nothing but dirt and covered in soil along with the rest of his body.

Damaged beyond repairs, as well nearly dying in front of the young Autobot as his spark was quickly losing power. "It was Megatron, I don't know what he was doing but he was scanning what seems to be scrap pieces of his Vehicons group, saying something of finding someone?"

"…Was it the…" Optimus weakly spoke out, only to let out a relaxed sigh as Smokescreen shook his head.

"No I don't think any of the Autobots are here, only you and I. But from what I heard though, it was one of the Decepticons that attacked the Vehicons and left them for scrap. All the while saying something about a hive?" he question having a good thought for his self that he was probably mentioning about the Insecticons?

"That…will be Insecticons? Then I have no doubt…in my mind the person who is involved such an attack?" Optimus stated while shifting his eyes left and right for a bit. Going through his damage memory circuits of who will be responsible for attacking Megatron army, let alone getting the Gladiator himself concerned for his brethren's.

"Who would be brave enough to even turn their backs on Megatron? Now that he haves Dark Mount the capital of the Decepticons here on earth?" Smokescreen asked with slight concern as well including the safety of the other Autobots running through his head.

If it's someone even having Megatron concern about, must be very dangerous for even him to be worried about? Then again from the stories he was told as well heard from Bulkhead and Bumblebee, is that one day when they arrived to a unknown area where Megatron and Airachnid Arcee's archrival.

Were spotted at had the Gladiator fighting and defending himself against a very dangerous Insecticon, despite him being victorious though it proved to drain the mighty warrior a lot and had him on bending knees in weakness and low of energon, that anyone could've easily destroyed him right there and now.

He watched Optimus moving his head towards him, with the leaders optics seeing concern through Smokescreens own optics as he had no doubt. The young Autobot is being concerned for the others safety as he breathed out heavily "Airachnid."

"Airachnid you mean that spider Insecticon that is Arcee's rival?" question Smokescreen as the young Autobot, watches the leader of team prime nodded his head with both optics closed. He then open them back up and looked at Smokescreen, showing great concern for the safety of his team and human friends.

"If…Megatron is concern over a Decepticon of her caliber, then…there is no doubt in my mind. That whatever Airachnid…is planning won't be good for both Autobots and Decepticon." He breathed out all the while watching the way Smokescreen kept shifting his optics left and right. Trying to come up with something that might help them?

"Do…not fret my…my young friend, I have…no doubt in my mind. That everyone will come out of this ordeal alive, all the while stopping whatever…whatever plans that Insecticon will plot."

In which have Smokescreen gritting his teeth then looked down at Optimus with a very worried glance, "Are-are you sure? Cause from the stories I've been told by Rachet, Bulkhead and Bumblebee is that Arcee loses her cool whenever she goes up against Airachnid?" he explained as Optimus Prime blinked his optics slowly all the while going through his memory banks, of times when Arcee broke protocol.

Just to go after and not missing the chance to avenge her fallen comrades as well making sure, to finally rid of her once and for all. To clear out the nightmares that plague her over and over, but one thing for sure and Optimus notice with his calculated optics.

Ever since pairing up the Autobots with the human children as their guardians have shown a lot of change in the Autobots behavior as well the means to even fight more for this planet, as they made friends with the humans and get along with them well enough.

That in his mind they must've adopted them to be irreplaceable friends and partners that they've taken their role as guardians quite seriously, especially showing signs that they will be upset if they were to restore Cybertron. They will be dearly miss having Jack, Miko and Raphael's company and will soon have as humans will say?

'Depressions' of not being able to see them again, even then deep inside of himself, Optimus Prime didn't really want to see that happening, especially after they arrived here on earth, and making allies himself with Agent fowler, the president and even the people in the military who accepted them and welcomed them to their planet.

"In my mind…" he finally spoke up, causing Smokescreen to turn his attention towards the leader, thinking he was resting for a bit after becoming silent from his question. "I have no doubt despite…despite what history each Autobot has along with what vendetta…? They will overcome their need of vengeance and replace that need with outmost protection of those who they care for."

He paused then shifted his gaze over towards Smokescreen, "Just like…my need of restoring Cybertron. I took action of destroying…the Omega lock from Megatron's hands, seeing how planet Earth is much of a home to the humans…as well as ours." He explained getting Smokescreen too shifting his optics for a bit.

Considering what Optimus said he is right, despite him being here for only for a short time. He was already becoming quite accustom too living here on the planet, along with making close friends with the said children that. He would probably done the same thing and destroy the Omega lock, even if it means they will need to find another way to restore the planet back to its glory.

No planet not even one that inhabited such creatures, like the humans. Is worth destroying just to save another planet, including the many lives that inhabitants on this world that strive to live and survive every day, just like them as Cybertronian.

In retro respect, the humans and Cybertronians are basically alike just one species is way ahead of their time as well far advance than the other. But while they are far advance than the humans, they lack the certain qualities that Humans have.

In which case was the incentive of yearning and adapting to things on the fly, along with having daily things they could enjoy in life. Yeah, he can definitely see why Optimus did such a thing along with the fact of well?

If Megatron used the Omega Lock on earth, it will do exactly what Optimus Prime said and destroy all organic life forms and boy did Smokescreen not want that on his conscious!

"Alright Optimus you hang tight okay? I am going to see if I can go and find the forge." He explained, getting riled up just thinking about restoring their leader back to health as well having the feeling Optimus is right about the others.

As long they have something they can fight for and someone to comeback too? Then why not he does the Autobots a favor and brings Optimus prime, the Leader of the Autobots back to health? It will certainly make Rachet happy to know his old friend is alive and kicking.

As for the others, if Jack and the other humans are with the Autobots? Then they will do what they've been doing all along. Being their guardians and making sure that they come out of this alive! No obstacles will stop them from making sure everyone gets back together and unharmed…Well to a degree of course.

XXX

The rain was still drizzling away against Jack and Arcee, as the boy was doing everything he can to ignore the cold and bristle water drops that were splashing against his face. His shirt and pants were soaked and drench, despite the rain not being heavy and hard, the wind was surely making sure to let the two of them know that they were there.

His hands kept clutching and letting go of Arcee's arm pads, as he wanted to make sure he had a good grip as well as not wanting to have her fall into the pavement of the road. He looked towards the blue motorbike form of Arcee, carefully eyeing her to see any signs that she went silent.

Only next to give a small grin seeing the dented mirrors tilted gently towards his face, seeing his distorted reflection looking back at him as the rain drops were soaking her badly, as he could hear the slight tatters of the Autobots armor being rhythm hit by the storm.

"Don't worry…Jack-", she may say that now but the way her voice sounded weak and that alerted the boy considering despite them walking for over thirty as well her informing the boy that she will try and repair herself.

She sounded so weak just now, that it brought up concern for him as she continued speaking "We…we are almost to town…once there, you can dry up." She informed him as he could hear each word being paused every time she would speak.

"Arcee you don't sound good, what is the matter? What is it that you are…" His eyes widen all the while everything being silent for a bit, as his eyes that were looking down at her along with leaning over the seat to better hear the female Autobot.

Spotted something he wished he never did as well knowing why Arcee sounded weak. There on the road on Arcee's left side, was a trail…A blue glowing trail that he never notice before when walking up towards the blue Autobot.

Made the boy to slowly follow where the trail led and had fully validated his concern at the sight he was seeing, that blue trail that is being washed away in the rain was…Blue energon, Arcee's own Energon fluids were leaking out from the Autobot!

He quickly turn his attention back towards her and tilted her Vehicle form forward against him, as he was leaning over her and heard Arcee letting out a quiet grunt of being caught as well noticing the boy just staring at the energon.

"Jack-" she wanted to reassure him through a small voice, but notice the boy only paused for a bit and then pushed her back up right and continued walking forward towards town…by picking up more speed as well moving around her "Jack don't-"

"Arcee Autobots need energon to keep them alive…right?" He just asked as he was now on the left side of Arcee, bending down much he could eye the leak and hole of where the energon was leaking out from. Having a good idea Airachnid must've done this at some point in time during their fight with each other.

"Yes Jack but even if we…" Once again been over voice by the boy, surprising her at the response he gave, along with what sounded like tearing of his shirt "Jack no if you rip off your sleeve shirt, you will catch a cold."

"Better cold than to die, I am going to try and patch this hole up much I can." He explained stopping their trek as he knelt down and looked for where the energon fluids were leaking out, seeing how a small stream of it was being poured out.

"How long you've been losing Energon?" He asked or in a way demanded, as the boy scrounge up the torn up cloth and carefully started placing it as well patching up much of the hole he could on Arcee. Who was hissing and grimacing in pain.

She didn't want to answer as she knows; it would only worry the boy more. Only for her audio scanners to betray her when they announced out "Energon reading critical, 17% energy left" it rang out causing her to audibly growled out as well as getting a small chuckle from Jack as he shook his head left and right.

"Well that saves the trouble." He joked as he completed on patching much of the hole he can, though stayed silent as he stared at the half joked patch he gave to her. Knowing full well that it wouldn't matter much, on the account Arcee wasn't human and energon isn't like blood.

Although in their terms it would probably be considered blood, just one that acts like pure energon form and that energy will surely eat away his shirt sleeve in probably five minutes or so and they only have about four miles left before they could reach into town.

"Jack I know you are worried…As well concern for me, but don't!" She retorted with a stern voice as the boy stood up and grabbing her handle bars again. Continuing pushing her down the streets, making her tsk and growled at herself "There is no reason for you to trouble yourself…especially over me, we Autobots-"

"Are used to these type of injuries I know Arcee, but I don't care." He retorted then looked down at her speedometers knowing in his head and was mentally thinking he was speaking to her face. He then laughed a bit "You take guardian task way to seriously, don't worry about me or your energon. Or about being an Autobot, right now in our condition. I am just a 16 year old boy, pushing his somewhat damage motorcycle towards the nearest town, in need of a hotel room and a mechanic to fix the bike up."

He then looked down at her with a small grin "Okay?" he said getting Arcee to mentally looked down in thought and then let out a painful side, much as she would want to argue. Apparently Jack has adopted her stubbornness of taking no for an answer, seems like hanging around with her along with the others have started encouraging the kids greatly.

Same could be said for her and the others, as she was becoming a bit more open and trusting "al-Alright Jack…but" then grunted at the way he glared down at her with one finger out. In a fashion that June has done whenever she would watch from the garage as well when the mother is on a phone. Another trait perhaps he adopted?

"No buts Arcee now please, try and conserve much energon you can along with trying to get any repairs done…if…if Autobots can do that right?" even though he may try and be strong. He is still young as well concerned over her safety, which she can read the tension and concern from his body movements.

"Okay Jack just…Try and not catch a cold?" She responded back and quietly went silent as she was doing as told and tried to get much repairs done as possible, she could tell the boy already knew how long his shirt sleeve will probably last.

Even she could tell the energon was slowly eating away the cloth as they were traveling ever slightly closer to the town with the rain pouring down upon the two. The grey clouds turning a bit darker and then lighter indicating this wasn't a bad storm and will probably go away in a few hours.

"The only time we actually need a pick up." Arcee joked causing Jack to let out a small chuckled, considering how well they needed to keep their secrets. She was indeed right, the one time they need another person help as well driving them to the next location. Too bad they were out in the middle of nowhere in a farm like fields and such.

XXX

Miles away from where Jack and Arcee were, there was a loud but soft humming of an engine. A car engine that of a porch convertible silver sleek color car that was driving down the road of the farm lands, with its head lights on at low beams.

Moving and driving carefully along the road with the windshield wipers swiping and cleaning away the drizzling rain drops that were smacking down onto it, the driver. Who was behind the wheel had one hand on the steering wheel, while the right hand is lightly tapping against a notepad/I-pad going through some statistics and readings.

"Is this all really necessary, I mean sure maintenance is good and all. Doesn't mean I'll rust up in the rain." Announced an enthusiastic voice through the loud speakers as small light rock music was playing, the person who was behind the wheel let out an irritable sigh and looked playfully to the dash board of the car.

"Look Jazz I don't really care if you are from another planet-"

"Cybertron", he quickly corrected with playful mirth causing the teen to roll his eyes and shake his head.

"Cybertron or not, It doesn't hurt to be safe you know? Have there ever been any rainstorms on Cybertron that have your mobility and metal plates to be rusted up?" The teen asked.

"Yeah of course we get storms…Just, not ones you will normally find here on planet earth." He responded and chuckled lightly as he likes doing this with the teen. "Any way Conner, how are my statistics anyhow?" He asked.

The boy who is name Conner, blinked his eyes and looked down with a smile as he placed one finger on onto the notepad and flipped through Jazz's working conditions and seeing everything is doing great. He adjusted his blue vest a bit and looked back forward after closing out and shutting down the notepad with his right hand.

He then places it onto the steering, knowing full well Jazz have everything under-control. Looking at his orange long sleeves shirt for a bit then turned towards the dash board. "Everything is 100% Jazz."

"See what did I tell ya? Everything is alright and that nothing will ever stop me!" He chuckled out along with increasing his speed a bit more, knowing full well there isn't any police forces for miles away until they reach their destination. Having Conner to quickly grip onto the steering wheel, feeling his orange hair bangs moving a bit when he bumped into the seat.

"JAZZ!" he shouted causing the Autobot to let out another series of laughter, as he started slowing down.

"I kid; I kid no need to get all jumpy on me. Your life is well protected." He said, Conner having a good idea that the Autobot was mentally smiling behind the dash board, as they were speeding down the road.

"Says the one who couldn't avoid his ship from crashing into the ground?" He retorted hearing the porch vehicle chuckling nervously as well having a good idea he just turned his eyes away from him.

"Eh you told me you wouldn't hold that against me and besides…It was still in tack….Mostly." He said the last part quietly, though was still heard by the boy. Who lowered his head a bit and sighed out "Alright so the engines got fried repairs for the main systems of the ship is somewhat operational. No biggie, it only means that it can't fly. All the other stuff is still functional."

"Yeah if someone were to repair it much they can"

"Well then-"

"Anyone else besides me Jazz!" retorted Conner, who lightly bopped his head against the steering wheel. "As much you taught me there is about Cybertronian tech and mechanics, I can only do minor repairs with my skills. I am only human Jazz, I can't understand or do Cybertronian tech very well…"

"So what it doesn't bother me if you know the hokey pokey dance and still not knowing how to dance. What really matters that if you try, remembered with practice." He started as the boy smiled and continued for him.

"Comes perfection I know, I know it's just-"

"Ah I hear negativity, no negativity while in the vehicle of Jazz. Ya hear me, you are doing great. I am mostly surprise how quickly you even manage to learn Cybertronian repairs." He praised all the while silently scanning the area, as he was picking up strange energon readings, as well what appears to be nearby Autobot life single…but weak.

"Okay I too have to admit it…but that is only been a week Jazz and I…" He paused as he then noticed the speed of the car was slowing down. Meaning that Jazz had either spotted something up ahead or have picked up a trail of something that really caught his interest?

"What is it Jazz?" Conner asked while leaning down against his seat a bit, remembering what Jazz told him about keeping himself hidden anytime he will pick up something. In which case will warn the boy that if he picks up any trail of Decepticons.

He wanted the boy to immediately get out and find some cover, so this way he can take care of them. Of course the only time they actually ran into some Decepticons or Vehicons, was when they went back to his ship a week ago after the boy manage to somehow fix him up enough to move and walk around.

They ran into some trouble that had a Decepticon that Jazz would describe, a crazy bot named Megatron. Army was scanning and looking about around his drop ship, only for Jazz to quickly got rid of them by using his skills and grabbling hook to use the trees around him, to come crumbling down on top of them.

"Decepticons?" asked Conner once more, not liking how he was being quiet.

"No…Autobot and they are with somebody. Looks like it's up to you pal, good luck!" He suddenly said getting rid of all tensions as the boy pulled away from the wheel and shouted.

"WHAT! You have me leaning close to the steering wheel all the while thinking, that there would be danger? Only to find out that it is one of your allies!" He shouted towards the Autobot as they were now approaching up to Arcee and Jack, as the boy blinked his eyes and was looking at the car.

That was pulling up towards them and slowly coming to a stop, all the while through the tinted windows looked like somebody was arguing and yelling at something?

"Yup weird coincidence right, who would've thought we will run into my pals. Well the show is all yours, go get them tiger!" Jazz replied back with glee, though also mixed in with concern as the boy growled out in frustration and pounded his head on the top of the steering then quickly pulled back.

Clearing his throat as well adjusting himself in the chair, as Jazz is rolling down the right door window. In which had the boy looking towards that direction as well widening his eyes, at the damages that was done with the motorcycle.

He quickly shook his head and look over towards the boy, who seems to be leaning down and opening up the kick stand of the bike, as he stood there for a few seconds. "You think he knows?" Conner whispered quietly towards Jazz with his green eyes looking down at him.

"I have no doubt this boy knows that 'she' is an Autobot." He replied back getting Conner to raised one eyebrow and quickly dismissed how he knows it was a girl Autobot? Only to remember that his scanners can read out Autobot signals along with their names.

Conner turning his attention at the two outside, he paid extra attention towards the damages that this Autobot went through and could tell just by looking at them, they need repairs badly. Especially when he spotted the shirt sleeve that is patch against what appears to be dripping blue liquid.

"That can't be good." Conner whispered out as Jazz hummed in agreement, they needed to get her too Conner's workshop ASAP! He looked up towards the black hair teen, as he approaches to the car and lean down a bit. Surprise to see another person of his age driving a car, as it sort of reminded him of Vince.

Though without the feeling of being threaten as well being pushed away, "Hey you need some help?" Conner asked causing Jack to blink his eyes and looked towards Arcee and then back, scratching the back of his neck.

"If…If it's not much trouble, we-I could really use a lift to town." Jack said, quickly recovering himself before exposing Arcee to the boy, in which said teen looked back towards the blue bike damaged form. Having a good feeling that whatever Autobot it is, went through a lot in probably fighting off the enemy and protecting this boy.

"Okay I can help you out there, names Conner Witwickey. Why don't you bring your bike to the back of the car and then can hook it on top if it?" He said seeing the boy face widen in shock and then quickly shaking it with a smile.

"Real-really that is great-I mean wonderful thanks! Names Jack Darby", Jack replied back as he lean in and shook hands with the boy who smiled back and told him it was no problem as he too got out of the car and help Jack, move Arcee towards the back of the car.

Lifting her up gently onto her right, so this way they can keep the energon from leaking out of her as Conner quickly ran towards the back of his car, to grab something to keep her in place. To blinking his eyes as Jazz, open up the middle of the seat.

Showing his specialized grappling hook in a secret compartment "This will do a lot better than normal cable wires, plus it will keep her in place." Jazz whispered out to Conner, who smiled and thanked him as he returned back to Jack and proceeded to use the grappling hook to hold her down onto the trunk as Jazz chuckle to himself and said "Things got a whole lot of fun."

With that said and Arcee tightly secure, the group drove on out towards the city, where Conner will be spending a lot of time repairing Jacks Autobot friend Arcee along with the two going to meeting up with old friends and befriending new ones.

Although what troubles awaits them once they do enter the town? A swarm is coming and it will not be friendly to the Bees.


End file.
